Take me for what I am
by CIF-lover
Summary: Shameless smut with no plot. Captain Marvel shows up at Superman's apartment after a long mission for some alone time. That is not abnormal for the pair but a request the hero makes is. Clark and Billy each finally get what they have been wanting for a long time. Requested by two people. Clark/Billy


I do not own any characters or anything else really.

This is male on male sex with an underaged boy. I fail to supply Billy's age because I cannot bear to think of it at the time so you guys can decide. He could be seventeen really or maybe eighteen if you stretch it but whatever. He could also be like eight.

* * *

Captain Marvel landed next to the familiar apartment building for about the third time in a week. It was late for Captain Marvel to be out on a school night and the quiet rain in down town Metropolis turned out to be the perfect cover for the brightly colored hero as he made his way into the building. No one was out so late and that suited him just fine. He knew his host would be up. Superman just made it back to Earth from the Watch Tower half an hour ago.

The fourth floor, where Clark Kent lived, was almost high class to Captain Marvel. Sure, it had scuff marks on the walls and floors and the ceiling had a couple of hairline fractures but no damage here was substantial and it was clean. The sunny hero did not have much, just a broken home and an adopted uncle to call his family. He felt good about what he did have but it never seemed like much to offer the other hero. Captain Marvel himself was not much to offer Superman.

The strong hero made a fist to knock at the painted door to Clark Kent's apartment and nervously hoped none of the neighbors checked to see who would be calling on Mr. Kent so late at night. In short moments, Clark himself peeked out of the door in the little space the locking chain allowed before smiling at his visitor. The door closed quickly and the high pitched scrape of the chain against the door went fast before the door was opened again and Superman was pulling his late night visitor into the apartment's entryway. The door closed behind him and Clark brushed drops of water from Captain Marvel's suit saying. "Come on in Captain, make yourself at home. I'll just grab a couple of towels so you can dry off…" Superman's voice died off as the hero drifted further into his living space to procure said towel.

Captain Marvel had been here before too many times not to know his way around. He was called into a cramped kitchen by smells that promised the food Superman had laid out for himself. Clark reappeared from his bedroom with a deep blue towel that was quickly tossed to the drenched hero who just stood there awkwardly looking at the food. Captain Marvel was trying not to look too hard at how Clark looked with his hair slightly damp from the shower he surely took when he got home. The Kryptonian always looked too alluring when he was shirtless like that with his tanned muscular chest displayed for all the world. Or, for Captain Marvel at least. Clark's flannel trousers could definitely have been lower but Captain Marvel did not want to get distracted by that so he just kept his eyes trained on the spaghetti and meatballs Clark had barely touched, that was still steaming on the modern square plate next to a glass of light colored wine.

"So, what brings you by?" Clark began casually as he perched back on his seat and gestured for Captain Marvel to take another. The Kryptonian started eating again as though the other was not present. Superman was probably hungry after the long mission but Captain Marvel's stamina took the edge off of any human needs if they were even there at all.

Captain Marvel shifted in his spot, awkwardly turning the cloth in his hands over and over again. "This isn't a business visit, if that's what you're asking." The two had a weird relationship. Superman was always relaxed when they were alone. Clark always did and said what he felt and Captain Marvel just tried not to get too swept into it all.

Clark paused in his consumption and slurped the noodles hanging down into his mouth. He swallowed and wiped his face on a nearby napkin and floated over with his wine glass. "Well, I was pretty hungry but I guess I can go for some desert if that's what you're asking." The wine found its way into Captain Marvel's suddenly unoccupied hand.

A sense of nervous butterflies fluttered oddly in Captain Marvel's abdomen. It was not common that Captain Marvel could feel things like that but Superman always revealed new sensations to the man. "I actually wanted to try something new." The wet man explained vaguely.

"New?" Kryptonian blue eyes sparkled with interest as Clark's head cocked to the side in question.

Captain Marvel finally made eye contact with the other hero and resisted licking his lips before continuing. "I was thinking we could try something new. There's this role play thing I wanted to give a shot." Captain Marvel's mouth fumbled around words that were much newer to him than he would like to admit. Clark's brows rose as a prompt for him to continue. "Well I can shape shift, in a way and I always wondered what sex would be like in another of my forms, Billy." The words now tumbled out so easily and Captain Marvel supposed it was because he'd practiced this part so much over the three months the two had started getting more intimate with each other.

Clark just broke out into a grin and moved to pour himself another glass of rose wine. "Shape shift? Oh, this should be fun! Should we act different too? Can I be in control?" It was surprising how quickly Superman had taken to the idea since the Kryptonian hero was so into the basics but Captain Marvel had not told him the worst part of his plan yet.

"The personality I would be playing is a kid."

Clark paused mid sip with wide eyes before bringing his wine glass down to swirl in front of his chest contemplatively. It took a moment but Clark finally grinned playfully at his lover. "So I can be in complete control then?"

"This is not a joke Clark!"

Superman placed his glass down on a beige countertop before approaching the distraught hero and putting comforting hands on the man's shoulders. "I'll do anything for you Captain. So, you'll be playing this Billy person and I should be?"

The question hung in the air for a moment as Captain Marvel realized he had not thought about that part of it. "Can you be Clark? You can be in control and everything, just be Clark. Take whatever you want and treat me however you want." Captain Marvel drew his face in close to Clark's and pressed a kiss to the other man's mouth for the first time in two days. It seemed far too long to wait for the other but he knew they could not allow this part of their relationship to interfere with their professional one.

Superman grinned again as they parted and took the wine away from his lover to put it on the table before taking Captain Marvel by the hand and leading him into the bedroom. It was a well practice move for the lovers but what wasn't was Captain Marvel pushing Superman away almost as soon as they entered the room. Superman looked confused for a moment before Captain Marvel explained, "You don't want to get caught in the crossfire of the magic. Shazam!" A bolt of lightning cracked down from some unseen storm inside the room and Captain Marvel felt the electric rush turn him into his alternative form, Billy Batson.

Billy blushed under superman's intense scrutiny and peered up at the man with big blue eyes through thick lashes. It was so frightening being Billy in front of Clark. At any moment the older man could storm out in revulsion or throw Billy out for being disgusting but that did not happen. Clark smiled sweetly and crouched down in front of the boy before kissing him full on the lips. Soft movements against his mouth coaxed Billy's eyes to slip shut so he could fully enjoy the sensation of his lover finally kissing _him_. Their lips separated after a moment and Clark mumbled, "So, Billy is it?" The boy nodded with his eyes still clenched shut. "Ready to be tucked in?" Clark chuckled and Billy peeked one eye open as his face darkened further.

"Mhm," Billy cursed himself for not using real words but his stomach was doing flip flops at the thought of what they were about to do. Clark picked him up easily and laid him out on his back on the bed. Big hands carded through the boy's soft hair as the older man lowered down for another kiss. Lips met and parted in a well-practiced dance but Billy suddenly found it incredibly hard to breathe. As soon as the boy felt the hot sensation against his mouth, he opened it to allow Clark's tongue full reign over a previously unbreached orifice. Billy felt silly breathing so deeply through his nose as he took his turn to take Clark's mouth as his own. Even the slick hard feel of the Kryptonian's teeth felt different with the boy's own tongue.

Clark pulled away from the kiss and chuckled at the needy look on his young consort's face. "You ever done anything like this before Billy?" The hero asked huskily. The young boy shook his head with his eyes trained on Clark's face and his lips parted as he continued to try to catch his breath. "I'll take this nice and easy then." A strong hand pushed up under a red sweatshirt to feel the heated skin beneath.

Billy moaned as fingers brushed over his nipples to remove his top. Clark bent down to kiss the boy's sternum and set to work removing the bottom half of the child's clothes too. Jeans and underwear were slipped down slender legs but got caught on sneakers so the adult dipped down to remove the child's shoes, socks, and bottoms. Kryptonian blue eyes dilated as they took in the sight before them making Billy nervous. Clark did not move or speak so Billy flipped onto his belly, ashamed. He knew Clark would not like him like this. He could not believe he let Superman see the real him. No matter what Clark said, Billy was just Billy. Billy was a child. He was disgusting. He… could feel fingers trailing up his legs.

The sure hands of Superman rode on the curves of the young body and stopped on his sides mid back. Clark brought his lips to the boy's ear and whispered. "God, is there any form where you're not positively breath taking?" Billy smiled a bit at the other man's words. "You're sure you want to do this so small? I'm all for taking everything you'll give me but are you sure you want to do _this_?"

Billy turned his head to peer back at his older lover and smiled. "Of course. I'm still me. And make sure you call me Billy. I want to hear you say my name when you cum." Their lips connected and Clark brought Billy up to rest on his knees and elbows before trailing a warm hand down the young boy's stomach to unexplored territory. Billy drew in a sharp breath when fingers his body should know wrapped around his small dick and began to work it to its full length. Being in his own body made everything so much more intense and in moments the rough fingers had him moaning with his face buried in soft Clark scented pillows.

"C-Clark!" A gasp breaks of whatever he thought he was going to say. That brink of pleasure was coming far too fast in this body. Billy shook as his back arched in pleasure and his head shot backwards. "Clark just a little-" the word more never made it past his lips because a kiss pressed between his shoulder blade pushed Billy over the edge into the intense pleasure of this body's first orgasm. His small body jerked embarrassingly for a few moments before stilling as he soaked up the amazing almost numbed feeling he'd grown so addicted to as Captain Marvel. Billy panted and looked back to see Clark licking his fingers with a contemplative look on his face. "Bad?" The boy asked between pants.

Clark grinned and pressed a kiss to his young lips. "You never taste bad… Billy. I was just thinking how you taste… different like this. You still want this?" Clark rubbed suggestively against Billy's backside making the boy let out a shaky breath at how big and hard Clark felt like this.

Billy licked his lips. "Yes sir. I want it very much." Suddenly, Clark's hands were gone and Billy collapsed weakly to the bed. He turned to see Superman floating as he rummaged through the drawer of his dresser Billy knew had the lubricant in it. Clark found the half used tube and floated back to the bed, kicking his sleep pants off in the process. The cap popped off and Clark adopted a serious expression as he coated the fingers of one hand liberally with the gel. Billy could smell the artificial apple scent he now always equated with sex as his lover approached.

Clark pushed him back onto his back and trailed his fingers up to skim over Billy's cheek before brushing the bangs off of his forehead and replacing them with his lips. "Remember to relax Billy. I'll take this as slow as possible." Billy nodded nervously as the other hand's fingers slipped between his butt cheeks and one larger than normal finger breached his virgin hole.

Pain shot up his spine lightning fast but Billy refused to cry out. If that was so big, he could not imagine how painful Clark's cock would be when they finally got to the main part. He clenched his jaw and willed the rest of him to relax as the finger moved around in him, probing. Eventually, the sensation became muted and Billy gave Clark the signal to go up to two. He almost regretted it when the pain blossomed back anew. This time he let out a whimper when Clark scissored his fingers. Billy felt like he might rip open by the new pressure but the fingers instantly stilled.

"Go on," he encouraged with another whimper. Clark shifted his movements to shallow thrusts for a while before trying to stretch the boy again and this time it was bearable. Dull throbbing took over and Billy tried not to let his lover know how much every movement hurt as he said. "Enough prep. Just take me already."

Clark frowned with his brows drawn down in a concerned v. "Just let me find this body's sweet spot first." Billy nearly groaned. His human form might not even have a sweet spot. The fingers continued to plunge deeper while scissoring in their supposed search for Billy's prostate. The pain was getting old so Billy wiggled around a bit on the big fingers to give the message that he was so over this part. "Fine," Clark groaned and removed his fingers, wiping them off on a nearby damp towel Billy assumed had been used to dry the other hero from his shower earlier.

When Kryptonian blue eyes focused back in on him, Billy gulped nervously. Clark snaked both arms under his thin form and hoisted him up to the hero's chest as Clark floated up and rotated to land on his back with Billy on top of him. "Wha?" Billy asked, dazed in his confusion.

"Ride me," Clark commanded the small boy.

Billy blushed as he pushed against the man's broad chest to steady himself. Usually Superman was so white bread, sticking with two very basic positions: missionary and doggie style. It was odd that Clark wanted to try something new like that but Billy blushed as he realized the likely reasoning behind the move. Billy was smaller and more fragile than Captain Marvel. The super powered man could really hurt him if they were not careful. Billy lifted himself up off of the other's body with thoughts of how horribly unsatisfying this would probably be for Clark. He'd make it up to the man as Captain Marvel. They would do something Clark wanted to do next. He swore it to himself in his mind as he lowered himself down onto Clark's hard hot length.

Superman did seem harder than normal and his dick was already twitching and pulsing like it was ready to burst by the time Billy dropped all the way down on it. Billy sat still for a moment to pant and Clark's gentle hands ran softly up and down his hips. Billy focused big blue eyes on Clark who was staring at him intently in a way Billy could never remember seeing. The Kryptonian did not look bored or excited or anything in between that the boy could think of as intense blue eyes racked his form from top to bottom. From what Billy could tell, it seemed the other was trying to memorize him.

"Thanks for this Clark." Billy said with a blush. He never planned on telling Superman how much it meant to him that he was finally having sex with Clark in his own body. Clark smiled and grabbed one of Billy's hands and brought it to his face to kiss it making the boy let out a breath of a laugh.

Billy lifted himself and dropped down slowly willing the heat to take away the pain as it did every other time but it was so much more intense this time around. He trembled and tried not to cry as he moved up and down again. Clark took a firm grip on his hips making the boy stop his painful movements and lifted Billy excruciatingly slowly before rolling is hips up to meet the boy's in an unhurried fluid movement. Billy moaned with a blush as the heat did bring a bit of pleasure out of the act.

Together they moved and shifted angles at every grinding motion. Billy marveled at how intense it was when Clark held him flush against him and ground them together in just the right way. A loud, embarrassingly high pitched, moan escaped Billy as he threw his head back and felt his eyes roll back in his head. So maybe this body did have a sweet spot. He pressed his hands against Superman's strong chest again and took over the pair's movements to pleasure himself on Clark's huge cock.

"Holey moly, that's good." Billy gasped out and smiled when Clark groaned in agreement. He quickened his pace and felt the other's dick twitch in an excited way he could not remember feeling any time before. The heat tightened his core and Billy could feel every bounce bringing him closer to finishing but he really did not want to cum yet. Billy's whole body seemed to clench and he moved at a punishing pace for a few movements before spilling hot sticky semen all over his lover's chest.

Clark grabbed his hips again when Billy stilled and began to move the boy even faster bringing more pleasure to both over sensitive bodies before burying himself deep inside the child's body to shoot hot goo into his lover. Both males shook at the feeling of bliss that spread through their bodies from their loins.

Billy teetered and Clark promptly pulled the exhausted kid to his chest as he whispered. "I love you Billy."

Billy froze remembering all of the other times Clark had professed his love. Captain Marvel never let himself answer the other man because something always kept them apart but now that Billy was here, they were closer than ever. "I love you too, Clark." It was true. It had been for a while but Billy was scared. What would the older man think if he knew the truth? Clark would not love him if he knew this was his true form.

Strong fingers smoothed through the boy's messy black hair and Clark chuckled. "Then will you finally be mine Billy or do I still have to wait?"

Billy levered himself up on the other's firm chest with his arms. His brow crinkled in confusion. Clark had asked him to be his officially a month after they first had sex so this was not odd but something about the question felt wrong to the boy. "I told you before, you don't want to get seriously involved with me. I'm not what you think." Clark smirked at the boy with an upraised brow. "You think you know?"

Clark leaned up and kissed him. "I want you to date me Billy. I thought since you showed me your true form, that it meant you were finally ready to bring our relationship to a new level. Is that wrong?"

Big blue eyes blinked owlishly at the older hero. "Y-you knew?!" He pushed off of Clark and scrambled only a few inches down the bed before Superman caught him in a firm hold to cuddle him snugly against his chest. "How?" The boy chocked out.

Superman chuckled, "You never had a strong taste before. When you're Billy, you taste real. Besides you had all the symptoms of this being your real body. You were nervous, embarrassed, and just incredibly _sexy_." Billy smacked the man's face with and indignant huff. Clark asked again, "Does that mean you'll be mine?"

The two locked eyes and Billy felt like crying. "I've always been yours Clark."


End file.
